Exhibit 10.81 [***] CERTAIN INFORMATION IN THIS
EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS AMENDMENT TO
OEM AGREEMENT BETWEEN UTSTARCOM, INC. AND INTERWAVE COMMUNICATIONS
INTERNATIONAL, LTD., DATED JULY 14, 2000 This Amendment is
dated and entered into as of the 27th day of September 2002 by and
between UTStarcom, Inc., a Delaware corporation with its place of business at
1275 Harbor Bay Parkway, Alameda, CA 94502, USA (hereinafter referred to as
UTStarcom) and Interwave Communications International, Ltd., a Bermuda
company having offices at Clarendon House, 2 Church Street, Hamilton HM DX,
Bermuda (hereinafter referred to as Interwave) (collectively, the Parties). WHEREAS, The
Parties entered into a contractual relationship on July 14, 2000 (referred
to herein as the Original OEM Agreement) for UTStarcom to purchase certain
products and for resale as defined in the Original OEM Agreement; WHEREAS, UTStarcom
has expressed an interest in making an equity investment in Interwave in
exchange for a) the development and production by Interwave of certain
technology relating to [***] compatible with UTStarcoms [***] specifications;
and b) incorporation of said technology into [***], where UTStarcom would
purchase said products from Interwave pursuant to the terms of the Original OEM
Agreement and this Amendment; NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and conditions herein
contained, the Parties mutually agree as follows: 1.             [***]
Purchase Agreement In
consideration of Interwaves provision of technical design and product
production services as described herein, UTStarcom shall purchase [***]
pursuant to the terms of a [***] Purchase Agreement (attached hereto as
Exhibit A).  
   2.             Technical
Design Services In
return for UTStarcoms equity investment in Interwave as described in
Section 1 of this Amendment, Interwave shall provide technical design
services with respect to [***] being made compatible with UTStarcoms [***]
specifications. These technical design services shall be provided pursuant to
the specifications attached hereto as Exhibit B, and shall be completed
pursuant to the delivery schedule attached hereto as Exhibit C. 3.             Product
Production Services In
further consideration of [***] as described in Section 1 of this
Amendment, Interwave shall produce, pursuant to the terms of this Amendment and
the Original OEM Agreement, [***] described in Section 2 of this Amendment.
Interwave shall provide these [***] to UTStarcom at [***]. Interwave
acknowledges and agrees that [***]. 4.             Software
Escrow Interwave
acknowledges the importance to UTStarcom of having access to the technical
designs created by Interwave pursuant to Section 2 of this Amendment in
the event that interWAVE goes into liquidation or ceases business. Accordingly,
Interwave agrees that it shall forthwith upon the completion of the technical
designs intended by Section 2 place all software (including source code),
firmware, documentation, and all other intellectual property necessary for the
manufacture of the [***] into an escrow reasonably acceptable to UTStarcom,
pursuant to terns and conditions expressed in the Software Escrow Agreement
attached hereto as Exhibit D of this Amendment. All items placed into said
escrow shall be used by UTStarcom only for the purpose of manufacturing the
[***] that incorporates such technical designs and for no other purpose. 5.             Limited
Effect of Amendment Aside
from the modification in this Amendment, the remaining terms and conditions of
the Original OEM Agreement shall remain unaffected by this Amendment.   -2- 
   IN WITNESS
WHEREOF, the Parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of the date first above written.
All copies of this Amendment, signed by both Parties, shall be deemed
originals.  Interwave
  Communications
  
  UTStarcom,
  Inc.International,
  Ltd.By:
  /s/ PRISCILLA LU
  
  By:
  /s/ HONG LUName:
  Priscilla Lu
  
  Name:
  Hong LuTitle:
  Chief Executive
  Officer
  
  Title:
  Chief Executive
  OfficerDate:
  September __,
  2002
  
  Date:
  September __,
  2002  -3- 
   Execution
Copy  UTSTARCOM, INC. AND INTERWAVE COMMUNICATIONS
INTERNATIONAL LTD. STOCK PURCHASE AGREEMENT SEPTEMBER 27, 2002  
   STOCK PURCHASE AGREEMENT THIS
STOCK PURCHASE AGREEMENTis made as of the ___ day of September 2002, by and between UTStarcom,
Inc. (UTStarcom or the Investor), a corporation organized under the laws of
the State of Delaware, USA, with its principal place of business at 1275 Harbor
Bay Parkway, Alameda, CA 94502 USA and interWAVE Communications International,
Ltd. (the Company), a corporation organized under the laws of Bermuda, with
its principal place of business at Clarendon House, 2 Church Street, P.O. Box
HM 1022, Hamilton, Bermuda. WHEREAS, the parties have
agreed in principle upon the purchase of shares of Common Stock of the Company
by the Investor. NOW, THEREFORE, THE
PARTIES HEREBY AGREE AS FOLLOWS: 1.             Purchase and Sale of Common Stock. 1.1          Sale of the Common Shares. 
At the Closing (as defined below) and subject to the terms and
conditions of this Agreement, Company will issue and sell for [***] the number
of shares of the Companys Common Stock obtained by dividing the [***] into
[***] (the Common Stock) to the Investor, and the Investor will buy the
Common Stock from the Company, at the Closing, for the per share purchase price
determined as set forth above (the Purchase Price). The parties agree that
the Investor may assign the right and obligation to purchase the Common Stock
for the Purchase Price, and all of its other rights and obligations under this
Agreement, to an Affiliate, in which case the term Investor shall refer
herein to such Affiliate.  Affiliate
means, with respect to any specified person, any other person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such specified person.  In the event that Investor assigns this Agreement to an
Affiliate, UTStarcom shall guarantee and remain liable for the performance of
such Affiliates obligations hereunder.  as reported by the Nasdaq National Market (or, if such market is
not the principal trading market for the Common Stock, as reported by such
principal trading market). 1.2          Closing.  The closing
of purchase and sale of the Shares to be sold and purchased hereunder (the
Closing) shall occur on September 26, 2002 (the Closing Date) at 10:00
a.m. at the offices Wilson, Sonsini, Goodrich and Rosati, 650 Page Mill Road,
Palo Alto, California 94304, USA.  The
per share price is calculated to be [***] US dollars, and the number of shares
to be sold is calculated to be [***] shares, as shown in the attached
calculation in Exhibit A. 2.             Closing Date, Delivery. 2.1          Closing Date. 
The Closing shall be held on September 26, 2002 or such other date
as the Company and the Investor may agree upon (the Closing Date).   -2- 
   2.2          Delivery. 
At the Closing, the Company will deliver to the Investor a stock
certificate, registered in the Investors name, representing the Shares,
against payment of the Purchase Price by certified or cashiers check payable
to the Company, or by wire transfer of immediately available same day funds per
the Companys wiring instructions. 2.3          Further Assurances. 
The Company and the Investor hereby covenant and agree without the
necessity of any further consideration, to execute, acknowledge and deliver any
and all such other documents and take any such other action as may be
reasonably necessary to carry out the intent and purposes of this Agreement. 3.             Representations and Warranties of the Company. 
The Company hereby represents and warrants to the Investor that, except
as set forth on the Schedule of Exceptions (the Schedule of Exceptions,
attached hereto as Exhibit A1) furnished to the Investor on the date
hereof, which exceptions shall be deemed to be representations and warranties
as if made hereunder and which shall be identified as exceptions to specific
Sections of this Agreement: 3.1          Organization, Good Standing and Qualification. 
The Company is a corporation duly organized, validly existing and in
good standing under the laws of Bermuda. 
The Company has all requisite corporate power and corporate authority to
own and operate its properties and assets, to carry on its business as now conducted
and as proposed to be conducted, to sell the Shares, to enter into this
Agreement, and to carry out the transactions contemplated hereunder and
thereunder.  The Company, and each of
its subsidiaries, is qualified to transact business and is in good standing in
each jurisdiction in which the failure to qualify would have, or could
reasonably be expected to have, a material adverse effect on the business,
properties, financial condition or results of operations of the Company and its
subsidiaries taken as a whole (a Material Adverse Effect).  The Company has delivered to the Investor
true, correct and complete copies of the Companys Certificate of Incorporation
(the Certificate) and the Companys By-laws in effect on the date hereof. 3.2          Capitalization and Voting Rights. (a)           The capital stock of the Company as
of September 5, 2002 consisted of: (i)100,000,000 authorized shares of Common Stock, of
which 58,130,029 shares are issued and outstanding (ii)10,000,000 authorized shares of Preferred Stock, of
which zero shares are issued and outstanding (b)           Except as set forth in the Companys
report on Form 10-K for the fiscal year ended June 30, 2001, the
Companys proxy statement for its 2001 annual general meeting of shareholders
and the Companys Quarterly Reports on Form 10-Q for the periods ended
September 30, 2001, December 31, 2002, and March 31, 2001
(collectively, the Companys Public Filings) or in Section 3.2 of the
Schedule of Exceptions there are: (i) no outstanding options, warrants,
rights (including conversion or preemptive rights) or agreements pursuant to
which the  -3- 
   Company is or may
become obligated to issue, sell or repurchase any shares of its capital stock
or any other securities of the Company; (ii) no restrictions on the
transfer of capital stock of the Company imposed by the Certificate or By-laws
of the Company, or any agreement to which the Company is a party, any order of
any court or any governmental agency to which the Company is subject, or any
statute other than those imposed by relevant state and federal securities laws;
and (iii) no cumulative voting rights for any of the Companys capital
stock.  The Company has, as of December 31,
2001, reserved up to Nineteen Million Seven Hundred Thirty Thousand
(19,730,000) shares of its Common Stock for the issuance of Common Stock
pursuant to the exercise of outstanding options and warrants or options to be
granted in the future under its stock option and stock purchase plans listed on
Section 3.2 of the Schedule of Exceptions. (c)           Except as set forth in the Companys
Public Filings or in Section 3.2 of the Schedule of Exceptions, the
Company is not a party to any agreement or understanding which affects or
relates to, the voting of shares of capital stock of the Company or the giving
of written consents by a shareholder or director of the Company. 3.3          Subsidiaries. 
Except as set forth in the Companys Public Filings or in
Section 3.3 of the Schedule of Exceptions, the Company has never owned and
does not presently own or control, directly or indirectly, any other
corporation, association, or other business entity and has never owned or
controlled and does not currently own or control, directly or indirectly, any
capital stock or other ownership interest, directly or indirectly, in any
corporation, association, partnership, trust, joint venture or other
entity.  Each of the Companys
subsidiaries is duly organized and existing under the laws of its jurisdiction
or organization and is in good standing under such laws.  None of the Companys subsidiaries owns or
leases property or engages in any activity in any jurisdiction that might
require its qualification to do business as a foreign corporation and in which
failure to do so would have a Material Adverse Effect. 3.4          Authorization. 
All corporate action on the part of the Company and its stockholders
necessary, for the authorization, execution and delivery of the Transaction
Agreements, the performance of all obligations of the Company hereunder and
thereunder and the authorization, issuance and delivery of the Shares to be
sold hereunder, has been taken or will be taken prior to the Closing.  The Transaction Agreements have been duly
executed and delivered by the Company and constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditors rights).  The execution, delivery and performance of
the Transaction Agreements and compliance with the provisions thereof by the
Company, will not: (a)           violate any provision of law,
statute, ordinance, rule or regulation or any ruling, writ, injunction, order,
judgment or decree of any court, administrative agency or other governmental
body, the violation of which would have a Material Adverse Effect; (b)           conflict with or result in any breach
of any of the terms, conditions or provisions of, or constitute (with due
notice or lapse of time, or both) a default (or give rise to any  -4- 
   right of termination,
cancellation or acceleration) under (i) any material agreement, document,
instrument, contract, understanding, arrangement, note, indenture, mortgage or
lease to which the Company is a party or under which the Company or any of its
assets is bound or affected, (ii) the Companys Restated Certificate, or
(iii) the By-laws of the Company; or (c)           result in the creation of any lien,
security interest, charge or encumbrance upon any of the properties or assets
of the Company. 3.5          Valid Issuance of Common Stock. (a)           When issued, sold and delivered in
accordance with the terms hereof for the consideration expressed herein, the
Shares will be validly issued and outstanding, fully paid and nonassessable and
not subject to any preemptive rights, rights of first refusal or other similar
rights imposed by the Company. (b)           The outstanding shares of Common
Stock are all duly authorized and validly issued, fully paid and nonassessable. 3.6          Governmental Consents. 
No consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or
local governmental authority on the part of the Company is required in
connection with the consummation of the transactions contemplated by the
Agreement, except for registration or qualification, or taking such action to
secure exemption from such registration or qualification, of the Shares under
applicable state or federal securities laws, which actions shall be taken, by
and at the expense of the Company, on a timely basis as may be required. 3.7          Litigation. 
Except as set forth in Section 3.7 of the Schedule of Exceptions,
there is no action, suit, proceeding or investigation pending or, to the
Companys knowledge, currently threatened against the Company which questions
the validity of the Transaction Agreements or the right of the Company to enter
into such agreements, or to consummate the transactions contemplated thereby,
or which reasonably would be expected to have, either individually or in the
aggregate, a Material Adverse Effect, nor is the Company aware that there is
any basis for the foregoing.  To the
Companys knowledge, there are no legal actions or investigations pending or
threatened in writing involving the employment by or with the Company of any of
the Companys current or former employees, their use in connection with the
Companys business of any information or techniques allegedly proprietary to
any of their former employers, or their obligations under any agreements with
prior employers or alleging a violation of any federal, state or local statute
or common law relationship with the Company. 
The Company is not a party to any order, writ, injunction; judgment or
decree of any court that has had, or could reasonably be expected to have, a
Material Adverse Effect.  -5- 
   3.8          Employees and Consultants. 
Except as set forth in Section 3.8 of the Schedule of Exceptions: (a)           To the Companys knowledge; none of
its employees is obligated under any contract (including licenses, covenants or
contracts of any nature) or other agreement, or subject to any judgment, decree
or order of any court or administrative agency, that would interfere with the
use of his best efforts to promote the interests of the Company or that would
conflict with the Companys business as proposed to be conducted.  Neither the execution nor delivery of the
Transaction Agreements, nor the carrying on of the Companys business by the
employees of the Company, nor the conduct of the Companys business as
proposed, will, to the Companys knowledge, conflict with or result in a breach
of the terms, conditions or provisions of, or constitute a default under, any
material contract, covenant or instrument under which any of such employees is
now obligated. (b)           Each employee of, or consultant to,
the Company, who has or is proposed to have access to confidential or
proprietary information of the Company, is a signatory to, and is bound by, an
agreement with the Company relating to nondisclosure, proprietary information
and, with respect to employees, assignment of patent, copyright and other
intellectual property rights. (c)           To the knowledge of the Company, no
employee of, or consultant to, the Company is in violation of any term of any
employment contract, patent disclosure agreement or any other contract or
agreement between such individual and the Company including, but not limited
to, those matters relating to (i) the relationship of any such employee
with the Company or to any other party as a result of the nature of the
Companys business as currently conducted, or (ii) unfair competition,
trade secrets or proprietary information. 3.9          Patents and Trademarks. 
The Company owns or possesses all rights to use all patents, patent
rights or licenses, inventions, collaborative research agreements, trade
secrets, know-how, trademarks, service marks, trade names and copyrights which
are necessary to conduct its businesses as described in the Companys Public
Filings.  Except as set forth in the
Companys Public Filings or in Section 3.9 of the Schedule of Exceptions,
The Company has not received any written communications alleging that the
Company has violated or, by conducting its business as proposed, would violate
any of the Intellectual Property of any other person or entity.  Compliance with Other Instruments.  The Company is not in violation or default
of any provisions of the Restated Certificate or the Companys By-laws or of
any instrument, judgment, order, writ or decree. 3.10        Agreements;
Action. (a)           Except for agreements explicitly
contemplated hereby and as set forth in the Companys Public Filings or in
Section 3.10 of the Schedule of Exceptions, there are no agreements,
understandings, transactions or proposed transactions between the Company and
any of its officers, directors, or affiliates, or any affiliate thereof of a
nature required to be disclosed pursuant to the provisions of
Regulation S-K. (b)           Except as set forth in the Companys
Public Filings or in Section 3.10 of the Schedule of Exceptions, since
December 31, 2001 the Company has not (i) declared or paid any
dividends, or authorized or made any distribution upon or with respect to any
class or series of its  -6- 
   capital stock, or
(ii) sold, exchanged or otherwise disposed of any of its assets or rights,
other than in the ordinary course of business. (c)           The Company has not admitted in
writing its inability to pay its debts generally as they become due, filed or
consented to the filing against it of a petition in bankruptcy or a petition to
take advantage of any insolvency act, made an assignment for the benefit of
creditors, consented to the appointment of a receiver for itself or for the
whole or any substantial part of its property, or had a petition in bankruptcy
filed against it, been adjudicated a bankrupt, or filed a petition or answer
seeking reorganization or arrangement under the federal bankruptcy laws or any
other laws of the United States or any other jurisdiction. (d)           The Company is in compliance in all
material respects with all obligations, agreements and conditions contained in
any evidence of indebtedness or any loan agreement or other contract or
agreement (whether or not relating to indebtedness) to which the Company is a
party or is subject (collectively, the Obligations), the lack of compliance
with which could afford to any person the right to (i) accelerate any
indebtedness or (ii) terminate any right or agreement of the Company, the
termination of which would have a Material Adverse Effect.  To the Companys knowledge, all other
parties to such Obligations are in compliance with the terms and conditions of
such Obligations. 3.11        Title to Property and Assets. 
The Company has good title to all of its assets, including all
properties and assets reflected on its December 31, 2001 Balance Sheet,
free and clear of all liens, claims, restrictions or encumbrances, except those
assets disposed of since the date of such Balance Sheet in the ordinary course
of business, none of which either alone or in the aggregate are material,
either in nature or amount, to the business of the Company.  All machinery and equipment included in such
properties which are material to the business of the Company are in good
condition and repair, ordinary wear and tear excepted, and each lease of real
or personal property to which the Company is a party is effective, affords the
Company peaceful and undisturbed possession of the subject matter of the lease,
and such lease is free of any liens, claims restrictions or encumbrances.  Each such lease constitutes a valid and
binding obligation of, and is enforceable in accordance with its terms against,
the Company and, to the Companys knowledge, the other respective parties
thereto.  Except as provided in the
Companys Public Filings or in Section 3.11 of the Schedule of Exceptions;
with respect to the property and assets it leases, the Company is in all
respects in compliance with such leases, has not received notice of any
allegations that it is in default thereunder in any respect and holds a valid
leasehold interest free of any liens, claims or encumbrances. 3.12        Financial Statements. 
The Company has delivered to the Investor (i) its report on
Form 10-K for the year ended June 30, 2001 containing its audited
Balance Sheets at June 30, 2000 and 2001 and its audited Statements of
Operations, Statements of Shareholders Equity and Statements of Cash Flow for
the years ended June 30, 1999, 2000 and 2001 (the Audited Financial
Statements); and (ii) the unaudited financial statements appearing in the
Companys reports on Form 10-Q for the quarters ended September 30,
2001, December 31, 2001 and March 31, 2002 (the Unaudited Financial
Statements).  The Audited Financial
Statements and the Unaudited Financial  -7- 
   Statements are
collectively referred to as the Financial Statements.  The Financial Statements have been prepared
in accordance with the United States generally accepted accounting principles
(GAAP) applied on a consistent basis throughout the periods indicated and
fairly present the financial condition and consistent operating results of the
Company as of the dates, and for the periods, indicated therein, provided that
the Unaudited Financial Statements may not contain complete footnote disclosure
which would be required by GAAP and are subject to audit adjustments.  Since December 31, 2001, the Company
has conducted its business in the ordinary course, and there has not been any
material adverse change in the financial condition or operations of the
Company.  Except as set forth in the
Financial Statements and in the material agreements listed in Section 3.12
of the Schedule of Exceptions, the Company has no material liabilities,
contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business subsequent to September 30, 2001 and
(ii) obligations under contracts and commitments incurred in the ordinary
course of business and not required under GAAP to be reflected in the Financial
Statements, which, in both cases, individually or in the aggregate, are not
material to the financial condition or operating results of the Company.  Except as disclosed in the Financial
Statements, the Company is not a guarantor or indemnitor of any indebtedness of
any other person, firm or corporation. 
The Company maintains and consistently applies and will continue to
maintain and consistently apply a standard system of accounting established and
administered in accordance with GAAP. Since June 30, 2000,
the Company has filed all required reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated
therein) with the SEC (Company SEC Documents).  As of their respective dates, the Company SEC Documents complied
in all material respects with the requirements of the Securities Act or the
Securities Exchange Act, as the case may be, and the rules and regulations of
the SEC promulgated thereunder applicable to such Company SEC Documents, and no
Company SEC Documents when filed contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The financial statements of the Company
included in Company SEC Documents complied as to form, as of their respective
dates of filing with the SEC, in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with GAAP (except, in the
case of unaudited statements, as permitted by Form 10-Q of the SEC)
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present the consolidated financial
position of the Company and its consolidated subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case- of unaudited statements, to normal
year-end audit adjustments). 3.13        Employee Benefit Plans. 
To the Companys knowledge, the Company is in compliance with applicable
laws governing the Companys employee benefit plans as such term is defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974,
except where such failure to comply would not have a Material Adverse Effect.  -8- 
   3.14        Tax Returns, Payments and Elections. 
The Company has filed all tax returns and reports as required, and
within the time prescribed, by law, including without limitation, all federal,
state and local income, excise or franchise tax returns, real estate and
personal property tax returns, sales and use tax returns, payroll tax returns and
other tax returns or reports required to be filed by it.  These returns and reports are true and
correct in all material respects.  The
Company has paid or made provision for the payment of all accrued and unpaid
taxes and other charges to which the Company is subject and which are not
currently due and payable.  The federal
income tax returns of the Company have never been audited by the Internal
Revenue Service, and the Company has not agreed to an extension of the statute
of limitations with respect to any of its tax years.  Neither the Internal Revenue Service nor any other taxing
authority is now asserting, nor is threatening in writing to assert, against
the Company any deficiency or claim for additional taxes or interest thereon or
penalties in connection therewith; nor does such deficiency or claim or basis
for such deficiency or claim exist.  The
Company has not made any elections pursuant to the Internal Revenue Code of
1986, as amended (the Code) (other than elections which relate solely to methods
of accounting, depreciation or amortization) which would have a Material
Adverse Effect as the Companys business is presently conducted or proposed to
be conducted. 3.15        Insurance. 
The Company has in full force and effect fire, casualty and liability
insurance policies, with coverage, in the case of property insurance,
sufficient in amount (subject to reasonable deductibles) to allow it to replace
any of its material properties or assets that might be damaged or destroyed,
and in the case of casualty and liability insurance, in amounts customary and
adequate for businesses similar to the business of the Company. 3.16        Labor Agreements and Actions. 
The Company does not have any collective bargaining agreements covering
any of its employees, nor is the Company bound by or subject to (and none of
its assets or properties is bound by or subject to) any written or oral,
express or implied, contract, commitment or arrangement with any labor union,
and no labor union has requested or, to the knowledge of the Company, has
sought to represent any of the employees, representatives or agents of the
Company.  There is no strike or other
labor dispute involving the Company pending, or to the knowledge of the Company
threatened in writing, which could have a Material Adverse Effect (as the
Companys business is presently conducted and as it is proposed to be
conducted), nor is the Company aware of any labor organization activity
involving its employees.  Offering.  Subject to the accuracy of the Investors
representations set forth in Section 4 of this Agreement, the offer, sale
and issuance of the Shares to be issued in conformity with the terms of this
Agreement constitute transactions which are: (i) in compliance with
applicable federal and state securities laws; and (ii) exempt from the
registration requirements of the Securities Act and from all applicable state
registration or qualification requirements, other than those with which the
Company has complied or will comply. 3.17        Environmental
Matters. (a)           To the Companys knowledge, the
Company is not in violation of any Environmental Law (as hereinafter defined)
and to its knowledge, no material expenditures are or will be required in order
to comply with any Environmental Law. 
As used in this Agreement,  -9- 
   Environmental Law shall
mean any applicable federal, state and local law, ordinance, rule or regulation
that regulates, fixed liability for, or otherwise relates to, the handling, use
(including use in industrial processes, in construction, as building materials,
or otherwise), treatment, storage and disposal of hazardous and toxic wastes
and substances, and to the discharge, leakage, presence, migration, actual
Release (as hereinafter defined) or threatened Release (whether by disposal, a
discharge into any water source or system or into the air, or otherwise) of any
pollutant or effluent. (b)           The Company has not used, generated,
manufactured, refined, treated, transported, stored, handled, disposed,
transferred, produced, processed or released (hereinafter together defined as
Release) any Hazardous Materials (as hereinafter defined) on, from or
affecting any Property (as hereinafter defined) in any manner or by any means
in violation of any Environmental Laws and to the best of the Companys
knowledge and belief after due investigation, there is no threat of such
Release.  As used herein, the term
Property shall include, without limitation, land, buildings and laboratory
facilities owned or leased by the Company or as to which the Company now has
any duties, responsibilities (for cleanup, remedy or otherwise) or liabilities
under any Environmental Laws, or as to which the Company or any subsidiary of
the Company may have such duties, responsibilities or liabilities because of
past acts or omissions of the Company or any such subsidiary or their
predecessors, or because the Company or any such subsidiary or their
predecessors in the past was such an owner or operator of, or bore some other
relationship with, such land, buildings or laboratory facilities.  The term Hazardous Materials shall
include, without limitation, any flammable explosives, petroleum products,
petroleum by-products, radioactive materials, hazardous wastes, hazardous
substances, toxic substances or related materials as defined by Environmental
Laws. (c)           The Company has not received written
notice that the Company is a party potentially responsible for costs incurred
at a cleanup site or corrective action under any Environmental Laws.  The Company has not received any written
requests for information in connection with any inquiry by any Governmental
Authority (as hereinafter defined) concerning disposal sites or other
environmental matters.  As used herein,
Governmental Authority shall mean any nation or government, any federal,
state, municipal, local, provincial, regional or other political subdivision
thereof, and any entity or person exercising executive, legislative, judicial
regulatory or administrative functions of or pertaining to government. (d)           The stockholders of the Company have
had no control over, or authority with respect to, the waste disposal
operations of the Company. 3.18        Permits and Other Rights; Compliance with
Laws.  The Company has all franchises, permits,
licenses and other rights and privileges necessary to permit it to own its
properties and to conduct its business as presently conducted and is in
compliance in all material respects thereunder.  The Company is in compliance in all material respects with all
laws and governmental rules and regulations applicable to its business,
properties and assets, and to the products and services sold by it, including,
without limitation, all such rules, laws and regulations relating to fair
employment practices, occupational safety and health and public safety, except
where the failure to comply would not have a Material Adverse Effect.  -10- 
   3.20        Corporate Records. 
The minute books of the Company provided to the Investor contain a
complete summary of all meetings of directors and stockholders since the time
of incorporation and reflect all material transactions of the Company
accurately in all material respects. 3.21        Reliance. 
The Company understands that the foregoing representations and
warranties shall be deemed material and to have been relied upon by the
Investor.  No representation or warranty
by the Company in this Agreement, and no written statement contained in any
document, certificate or other writing delivered by the Company to the Investor
contains any untrue statement of material fact or omits to state any material
fact necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. 3.22        Real Property Holding Corporation. 
The Company is not a United States real property holding corporation as
defined in Section 897 of the Code. 4.             Representations and Warranties of the
Investor.  UTStarcom hereby represents and warrants the
following: 4.1          Authorization, Governmental Consents and
Compliance with Other Instruments.  All
corporate action on the part of the Investor necessary for the authorization,
execution and delivery of the Transaction Agreements and the performance of all
obligations of the Investor thereunder has been taken or will be taken prior to
the Closing.  The Transaction Agreements
constitute valid and legally binding obligations of the Investor, enforceable
in accordance with their terms, except as such enforcement is limited by
bankruptcy, insolvency and similar laws affecting creditor rights.  No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with,
any federal, state or local governmental authority on the part of the Investor
is required in connection with the consummation of the transactions
contemplated by the Transaction Agreements. 
The execution, delivery and performance of the Transaction Agreements
and the consummation of the transactions contemplated thereby will not result
in any violation or be in conflict with or constitute, with or without the
passage of time and giving of notice, either a default under any provision of
the Investors corporate charter or By-laws or any instrument, judgment, order,
writ, decree or contract to which the Investor is a party or by which it is
bound. 4.2          Purchase Entirely for Own Account. 
By the Investors execution of this Agreement, the Investor hereby
confirms that the Shares will be acquired for investment for the Investors own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and the Investor has no present intention of
selling, granting any participation, or otherwise distributing the Shares.  By executing this Agreement, the Investor
further represents that the Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Shares. 4.3          Disclosure of Information. 
The Investor has received all the information from the Company and its
management that the Investor considers necessary or appropriate for deciding  -11- 
   whether to purchase the
Shares hereunder.  The Investor further
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Shares.  The foregoing, however, does
not limit or modify the representations and warranties of the Company in
Section 3 of this Agreement. 4.4          Investment Experience and Accredited Investor
Status.  The Investor either (i) is an
accredited investor (as defined in Regulation D promulgated under the
Securities Act) or (ii) is not a United States Person as that term is
defined in Regulation S of the Securities Act, as amended and is not
acquiring the Common Shares for the account or benefit of any United States
Person.  The Investor is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, and bear the economic risk of its investment and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Shares
hereunder. 4.5          Restricted Securities. 
The Investor understands that the Shares, when issued, will be
restricted securities under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities
may be resold without registration under the Securities Act only in certain
limited circumstances, including pursuant to Regulation S and
Rule 144 under the Securities Act. 
In this connection, the Investor represents that it is familiar with
Regulation S and Rule 144 under the Securities Act, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act.  Notwithstanding the
provisions of this section, Company hereby agrees to register the subject
securities pursuant to the terms and conditions contained in the Securities
Registration terms And Conditions, which is attached hereto as Exhibit B,
and incorporated into this Stock Purchase Agreement by reference thereto. 4.6          Further Limitations on Disposition. 
Without in any way limiting the representations set forth above, the
Investor further represents, warrants and agrees that it will not make any
disposition of all or any portion of the Shares, except to an Affiliate,
unless: (a)           There is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or (b)           The disposition is made pursuant to
Rule 144 or Regulation S or similar provisions of federal securities
laws as in effect from time to time; or (c)           The Investor shall have notified the
Company of the proposed disposition; and if requested by the Company, the
Investor shall have furnished the Company with an opinion of counsel;
reasonably satisfactory tot the Company, that such disposition will not require
registration of such Shares under the Securities Act. (a)  -12- 
   4.7          Legends.  It is
understood that the certificates evidencing the Shares will bear legends to the
effect of the following: These securities
have not been registered under the Securities Act of 1933.  They may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in effect
with respect to the securities under such Act or an opinion of counsel
reasonably satisfactory to the Company that such registration is not required
or unless sold pursuant to Regulation S or Rule 144 of such Act. The securities
evidenced by this certificate are subject to restrictions on transfer set forth
in an agreement between the original purchaser thereof and the corporation, a
copy of which agreement is on file at the principal executive offices of the
corporation. 5.             Conditions to Closing of Investor. 
The Investors obligation to purchase the Shares at the Closing is
subject to the fulfillment as of the Closing Date of the following conditions: 5.1          Representations and Warranties Correct. 
The representations and warranties made by the Company in Section 3
hereof shall be true and correct in all material respects as of the Closing
Date with the same force and effect as though such representations and
warranties had been made on the Closing Date, except that representations and
warranties that speak as of a particular date shall be true and correct in all
material respects as of such date. 5.2          Covenants. 
All covenants, agreements and conditions contained in this Agreement to
be performed by the Company on or prior to the Closing Date shall have been
performed or complied with in all material respects.  All proceedings to have been taken and all waivers and consents
to be obtained in connection with the transactions contemplated by this Agreement
shall have been taken or obtained, and all documents incidental thereto shall
be satisfactory to the Investor and its counsel, and the Investor and its
counsel shall have received copies (executed or certified, as may be
appropriate) of all documents which the Investor or its counsel may reasonably
have requested in connection with such transactions. 5.3          Compliance Certificate. 
The Company shall have delivered to the Investor a certificate of the
Company in the form of Exhibit B hereto, executed by the President and
Chief Executive Officer of the Company or the Chief Financial Officer of the
Company, certifying to the fulfillment of the conditions specified in
Sections 5.1 and 5.2 of this Agreement. 5.4          Legal Opinion. 
All legal matters incident to the purchase of the Shares shall be
satisfactory to the Investors counsel and the Investor shall have received
from Wilson, Sonsini, Goodrich & Rosati, P.C., counsel for the Company,
such firms opinion addressed to the Investor and dated the date of the Closing,
in form and substance satisfactory to counsel to the Investor. 5.5          Certification of Resolutions and Officers. 
The Company shall have delivered to the Investor a certificate or
certificates, dated the date of the Closing, of the Secretary of the Corporation
certifying as to (a) the resolutions of the Companys Board of Directors
authorizing the execution  -13- 
   and delivery of the
Transaction Agreements, the issuance to the Investor of the Shares, the
execution and delivery of such other documents and instruments as may be
required by this Agreement, and the consummation of the transactions
contemplated thereby, and certifying that such resolutions were duly adopted
and have not been rescinded or amended as of said date and (b) the name
and the signature of the officers of the, Company authorized to sign, as
appropriate, the Transaction Agreements and the other documents and
certificates to be delivered pursuant to this Agreement by either the Company or
any of its officers. 5.6          Certification of No Material Adverse Change. 
The Company shall have delivered to the Investor a certificate, dated
the date of the Closing, of the Chief Financial Officer of the Corporation
certifying that since December 31, 2001, there has not been any material
adverse change in the financial condition or operations of the Company. 5.7          Stock Certificates. 
The Company shall have delivered to the Investor a certificate or
certificates representing the Shares purchased by the Investor on the Closing
Date. 5.8          Confirmation Letter. 
A letter shall have been issued and delivered by the Investors counsel
that this agreement and other related agreements have been duly executed by the
parties concerned in the agreed forms. 6.             Conditions to Closing of the Company. 
The Companys obligation to sell the Shares at the Closing is subject to
the fulfillment as of the date of the following condition: 6.1          Representations and Warranties Correct. 
The representations and warranties made by the Investor in
Section 4 hereof shall be true and correct in all material respects as of
the date of the Closing with the same force and effect as though such
representations and warranties had been made on the Closing Date. 7.             Mutual Conditions of Closing. 
The obligations of each of the Investor and the Company to consummate
the Closing are subject to the fulfillment as of the Closing Date of the
following conditions: 7.1          Qualifications. 
All consents, permits, approvals, qualifications and registrations to be
obtained or effected with any governmental authority, including, without
limitation, necessary Blue Sky law permits and qualifications required by any
state for the offer and sale to the investor of the Shares, shall have been
obtained or effected. 7.2          Absence of Litigation. 
There shall be no injunction, actions, suits, proceeding or
investigations pending or currently threatened against the Company or the
Investor which questions the validity of the Transaction Agreements or the right
of the Company or the Investor to enter into such agreements, or to consummate
the transactions contemplated thereby.  -14- 
   8.             Additional Covenants and Agreements. 8.1          Inspection of Books and Records. 
The Company shall permit the Investor from time to time, at the
Investors expense, to visit and inspect the Companys properties, to examine
its books of account and records and to discuss the Companys affairs, finances
and accounts with its officers, all at such reasonable times as may be
requested by the Investor; provided, however, that the Company shall not be
obligated pursuant to this Section 8.1 to provide access to any
information which it reasonably considers to be a trade secret or similar
proprietary or confidential information. 8.2          Standstill. 
The Investor shall not, at any time from and after the date hereof until
the tenth anniversary of the Closing Date (the Restricted Period), acquire
shares of Common Stock of the Company, or securities convertible into, exchangeable
for or exercisable for, Common Stock of the Company such that the Investor
would, at any time during the Restricted Period own in excess of 19.9% of the
Total Voting Power (as defined below) of the Companys securities.  For purposes hereof, the percentage of the
Total Voting Power of the Companys securities shall be determined by dividing
(x) by (y) and expressing the resulting quotient as a percentage, where (x) equals the
number of shares of Common Stock of the Company held by the Investor and the
number of shares of Common Stock of the Company issuable upon conversion,
exercise or exchange of securities of the Company held by the Investor which
are convertible into, exchangeable for or exercisable for Common Stock of the
Company, either directly or indirectly; and (y) equals the
number of issued and outstanding shares of Common Stock of the Company. In the event that
Investors ownership at any time exceeds the limits set forth above, Investor
shall be deemed, automatically and with no further action on the part of
Investor, to have granted the Companys Chairperson an irrevocable proxy to
vote all shares of Company Common Stock held by Investor in excess of the
foregoing limits in such manner as may be recommended by the Board of Directors
of the Company with respect to any matter for which approval of the Companys
shareholders is sought.  The remedy set
forth in the preceding sentence shall not be in lieu of, but shall be in
addition to, any other remedies which Company may have at law or pursuant to
this Agreement or otherwise for breach of this provision. 9.             Miscellaneous. 9.1          Survival of Warranties. 
The warranties and representations of the Company and the Investor
contained in this Agreement shall survive the closing until the first anniversary
of the Closing Date. 9.2          Remedies. 
In case any one or more of the covenants or agreements set forth in this
Agreement shall have been breached by any party hereto, the party or parties
entitled to the benefit of such covenants or agreements may proceed to protect
and enforce their rights either by suit in equity or action at law, including,
but not limited to, an action for damages as a result of any such breach or an
action for specific performance of any such covenant or agreement contained in
this  -15- 
   Agreement.  The rights, powers and remedies of the
parties under this Agreement are cumulative and not exclusive of any other
right, power or remedy which such parties may have under any other agreement or
law.  No single or partial assertion or
exercise of any right, power or remedy of a party hereunder shall preclude any
other or further assertion or exercise thereof. 9.3          Successors and Assigns. 
Except as otherwise expressly provided herein, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  This Agreement and the rights and duties of the Company set forth
herein may be freely assigned, in whole or in part, upon the written consent of
the Investor, which consent may not be unreasonably withheld.  Notwithstanding the foregoing sentence, the
Company may assign this Agreement, and the rights and the duties of the Company
set forth herein, to an entity or person which purchases all or substantially
all of its assets or voting securities, so long as the successor agrees in
writing to be bound by all of the terms this Agreement. 9.4          Entire Agreement. 
This Agreement and the other writings referred to herein or delivered
pursuant hereto which form a part hereof contain the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or understandings, whether written or oral, with
respect thereto; provided, however, that this Agreement is not intended to
supersede the OEM Agreement or any other agreement not related to the purchase
and sale of the Companys securities between the Company and the Investor. 9.5          Governing Law and Consent to Jurisdiction. 
This Agreement shall be governed by and construed under the laws of the
State of California, U.S.A. (without regard to the conflict of law principles
thereof).  Each of the parties
irrevocably submits to the exclusive jurisdiction of the state and federal
courts within the State of California, U.S.A. for the purposes of any suit,
action or other proceeding arising out of this Agreement or any transaction
contemplated hereby.  Each of the
parties agrees to commence any action, suit or proceeding relating hereto in
the federal courts within the State of California, U.S.A. or if such suit,
action or other proceeding may not be brought in such court for jurisdictional
purposes, in the state courts within the State of California, U.S.A. 9.6          Counterparts.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. 9.7          Titles and Subtitles. 
The titles and subtitles used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement. 9.8          Nouns and Pronouns. 
Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of
names and pronouns shall include the plural and vice-versa. 9.9          Notices.  Unless
otherwise provided, all notices, requests, consents and other communications
hereunder to any party shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or duly sent by first
class registered or  -16- 
   certified mail, or other
courier service, postage prepaid, or telecopied with a confirmation copy by
regular mail, and addressed or telecopied to the party to be notified at the
address or telecopier number indicated for such party, as the case may be, set
forth below or such other address or telecopier number, as the case may be, as
may hereafter be designated in writing by the addressees to the addressor
listing all parties:  To the Company:
  Cal Hoagland, Chief Financial OfficerInterwave Communications International Ltd.c/o Interwave Communications, Inc.312 Constitution DriveMenlo Park, CA 94025Fax: 1-650-321-6570With a copy to:
  Robin E. Foor, Esq.Vice President and General CounselInterwave Communications, Inc.312 Constitution DriveMenlo Park, CA 94025Fax: 1-650 321-6381To the Investor:
  Michael SophieVice President and Chief Financial OfficerUTStarcom, Inc.1275 Harbor Bay ParkwayAlameda, CA 94502Fax: 1-510- All such notices,
requests, consents and other communications shall be deemed to have been
received: (a) in the case of personal delivery, on the date of such
delivery; (b) in the case of sending by international overnight courier
service, on the fifth business day following the date of such sending by
international overnight courier service fully prepaid; and (c) in the case
of facsimile transmission, when confirmed by facsimile machine report. 9.10        Finders Fee. 
The Investor agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finders
fee (and the reasonable costs and expenses of defending against such liability
or asserted liability) for which the Investor or any of its officers, partners,
employees, or representatives is responsible. 
The Company agrees to indemnify and hold harmless the Investor from any
liability for any commission or compensation in the nature of a finders fee
(and the reasonable costs and expenses of defending against such liability or
asserted liability) for which the Company or any of its officers, employees or
representatives is responsible. 9.11        Expenses. 
Each party shall pay its own fees and expenses with respect to this
Agreement.  If any action at law or in
equity is necessary to enforce or interpret the terms of this  -17- 
   Agreement or the Research
and Collaboration Agreement, the prevailing party shall be entitled to
reasonable attorneys fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled. 9.12        Amendments and Waivers. 
Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and the Investor. 9.13        Severability. 
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, in any jurisdiction, such provision shall be ineffective,
as to such jurisdiction, and the balance of the Agreement shall be interpreted
as if such provision were so excluded, without invalidating the remaining
provisions of this Agreement; and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 9.14        Confidentiality and Publicity. 
Neither the Company nor the Investor will disclose to any person (other
than its attorneys, accountants, employees, officers, and directors) the
existence or terms of this Agreement or any of the transactions contemplated
hereby without the prior written consent of the other party, except as may, in
the reasonable opinion of such partys counsel, be required by law (in which
event the disclosing party will first consult with the other party with respect
to such disclosure).  Except to the
extent public disclosure is required by law, the Company and the Investor will
consult and reach agreement with one another as to the form and substance of
any press release or any other public disclosure of the existence or terms of
this Agreement or the transactions contemplated hereby prior to issuing any
such press release or making any such public disclosure.  -18- 
   IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement as of the date first above
Written.  UTSTARCOM, INC.By:
  /s/ HONG LUName:
  Hong LuTitle:
  Chief Executive OfficerINTERWAVE COMMUNICATIONSINTERNATIONAL LTD.By:
  /s/ PRISCILLA LUName:
  Priscilla LuTitle:
  Chief Executive Officer   -19- 
  Exhibit
A Stock
Purchase Agreement UTStarcom,
Inc. and interWAVE Communications [***]  -20-





Schedule of Exceptions UTStarcom, Inc. and interWAVE Communications International, Ltd. Stock Purchase Agreement September 27, 2002 [***]  1 
   EXHIBIT B - SECURITIES REGISTRATION TERMS AND
CONDITIONS 1.             Form
D Filing; Registration; Compliance with the Securities Act, Covenants. 1.1.1        Registration
Statement; Expenses.  The Company
shall: (a)           file
in a timely manner a Form D relating to the sale of the Shares under this
Agreement, pursuant to Securities and Exchange Commission Regulation D. (b)           as
soon as practicable after the Closing Date, but in no event later than the
[***] day following the Closing Date, prepare and file with the Commission a
Registration Statement on Form F-3 relating to the sale of the Shares by the
Purchaser from time to time on the Nasdaq National Market (or the facilities of
any national securities exchange on which the Companys Common Stock is then
traded) or in privately negotiated transactions (the Registration Statement); (c)           provide
to the Purchaser any information required to permit the sale of the Shares
under rule 144A of the Securities Act; (d)           subject
to receipt of necessary information from the Purchaser, use its best efforts to
cause the Commission to notify the Company of the Commissions willingness to
declare the Registration Statement effective on or before 90 days after the
Closing Date; (e)           notify
Purchaser promptly upon the Registration Statement, or any post-effective
amendment thereto, being declared effective by the Commission; (f)            prepare
and file with the Commission such, amendments and supplements to the
Registration Statement and the Prospectus (as defined in Section 1.3.1
below) and take such other action, if any, as may be necessary to keep the
Registration Statement effective until the earlier of (i) one year after
the effective date of the Registration Statement, (ii) the date on which
the Shares may be resold by the Purchaser without registration or without
regard to any volume limitations by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect or (iii) all of the
Shares have been sold pursuant to the Registration Statement or
Rule 144(k) under the Securities Act or any other rule of similar effect; (g)           promptly
furnish to the Purchaser with respect to the Shares registered under the
Registration Statement such reasonable number of copies of the Prospectus,
including any supplements to or amendments of the Prospectus, in order to
facilitate the public sale or other disposition of all or any of the Shares by
the Purchaser; (h)           during
the period when copies of the Prospectus are required to be delivered under the
Securities Act or the Exchange Act, will file all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange
Act, to the extent such  
   requirements
are applicable to the Company, within the time periods required by the Exchange
Act and the rules and regulations promulgated thereunder; (i)            file
documents required of the Company for customary Blue Sky clearance in all
states requiring Blue Sky clearance; provided,
however, that the Company shall not be required to qualify to do
business or consent to service of process in any jurisdiction in which it is
not now so qualified or has not so consented; and (j)            bear
[***] expenses in connection with the procedures in paragraphs (a) through
(f) of this Section 1.1.1 and the registration of the Shares pursuant to
the Registration Statement, including fees and expenses (whether external or
internal) of up to [***] of the Purchaser, but not including any fees and
expenses of any other advisers to the Purchaser or brokerage fees and
commissions incurred by the Purchaser. 1.1.2        Delay
in Effectiveness of Registration Statement.  [***] 1.2           Transfer
of Shares After Registration.  The
Purchaser agrees that it will not effect any disposition of the Shares or its
right to purchase the Shares that would constitute a sale within the meaning of
the Securities Act, except as contemplated in the Registration Statement
referred to in Section 1.1 or as otherwise permitted by law, and that it
will promptly notify the Company of any changes in the information set forth in
the Registration Statement regarding the Purchaser or its plan of distribution. 1.3           Indemnification.  For the purpose of this Section 1.3,
the term Registration Statement shall include any preliminary or final
prospectus, exhibit, supplement or amendment included in or relating to the
Registration Statement referred to in Section 1.1. 1.3.1        Indemnification
by the Company.  The Company agrees
to indemnify and hold harmless the Purchaser and each person, if any, who
controls the Purchaser within the meaning of the Securities Act, against any
losses, claims, damages, liabilities or expenses, joint or several, to which
the Purchaser or such controlling person may become subject, under the
Securities Act, the Exchange Act, or any other federal or state statutory law
or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company, which consent shall not be unreasonably withheld), insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof
as contemplated below) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, including the Prospectus, financial statements and schedules, and
all other documents filed as a part thereof, as amended at the time of
effectiveness of the Registration Statement, including any information deemed
to be a part thereof as of the time of effectiveness pursuant to
paragraph (b) of Rule 430A, or pursuant to Rule 434, of the
Rules and Regulations, or the Prospectus, in the form first filed with the
Commission pursuant to Rule 424(b) of the Regulations, or filed as part of
the Registration Statement at the time of effectiveness if no Rule 424(b)
filing is required (the Prospectus), or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state in
any of them a material fact required to be stated therein or necessary to make
the statements in any of them, in light of the  
   circumstances
under which they were made, not misleading, or arise out of or are based in
whole or in part on any inaccuracy in the representations and warranties of the
Company contained in this Agreement, or any failure of the Company to perform
its obligations under this Agreement or under law, and will reimburse the
Purchaser and each such controlling person for any legal and other expenses as
such expenses are reasonably incurred by the Purchaser or such controlling
person in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however,
that the Company will not be liable in any such case to the extent that any
such loss, claim, damage, liability or expense arises out of or is based upon
(i) an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, the Prospectus or any amendment or
supplement of the Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Purchaser expressly for use in the Registration Statement or the
Prospectus, or (ii) the failure of the Purchaser to comply with the
covenants and agreements contained in Section 1.2 of this Agreement
respecting resale of the Shares, or (iii) the inaccuracy of any
representations made by the Purchaser in this Agreement or (iv) any untrue
statement or omission of a material fact required to make such statement not
misleading in any Prospectus that is corrected in any subsequent Prospectus
that was delivered to the Purchaser before the pertinent sale or sales by the
Purchaser. 1.3.2        Indemnification
by the Purchaser.  The Purchaser
will indemnify and hold harmless the Company, each of its directors, each of
its officers who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages, liabilities or expenses to which the Company, each of
its directors, each of its officers who signed the Registration Statement or
controlling persona may become subject, under the Securities Act, the Exchange
Act, or any other federal or state statutory law or regulation, or at common
law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of the Purchaser, which consent shall not
be unreasonably withheld) insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof as contemplated below) arise out of
or are based upon (i) any failure on the part of the Purchaser to comply
with the covenants and agreements contained in Section 1.2 of this
Agreement respecting the sale of the Shares or (ii) the inaccuracy of any
representation made by the Purchaser in this Agreement or (iii) any untrue
or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement to the Registration
Statement or Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, in reliance upon, and in
conformity with written information furnished to the Company by or on behalf of
the Purchaser expressly for use therein; provided, however, that the Purchaser
shall not be liable for any such untrue or alleged untrue statement or omission
or alleged omission of which the Purchaser has delivered to the Company in
writing a correction before the occurrence of the transaction from which such
loss was incurred, and the Purchaser will reimburse the Company, each of its
directors, each of its officers who signed the Registration Statement or
controlling person for any legal and 
   other
expense reasonably incurred by the Company, each of its directors, each of its
officers who signed the Registration Statement or controlling person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action. 1.3.3        Indemnification
Procedure. (a)           Promptly
after receipt by an indemnified party under this Section 1.3 of notice of
the threat or commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 1.3, promptly notify the indemnifying party in writing of the
claim; but the omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party for contribution
or otherwise under the indemnity agreement contained in this Section 1.3
or to the extent it is not prejudiced as a result of such failure: (b)           In
case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an indemnifying
party, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however,
if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be a conflict between the positions of the indemnifying party
and the indemnified party in conducting the defense of any such action or that
there may be legal defenses available to it or other indemnified parties that
are different from or additional to those available to the indemnifying party,
the indemnified party or parties shall have the right to select separate
counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 1.3 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless; (i)    the
indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel, approved by such
indemnifying party representing all of the indemnified parties who are parties
to such action) or (ii)   the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of action, in each of which cases the
reasonable fees and expenses of counsel shall be at the expense of the
indemnifying party. Notwithstanding the provisions of this Section 1.3,
the Purchaser shall not be liable for any indemnification obligation under this
Agreement in excess of the amount of gross proceeds received by the Purchaser
from the sale of the Shares.  
   1.3.4        Contribution.  If the indemnification provided for in this
Section 1.3 is required by its terms but is for any reason held to be
unavailable to or otherwise insufficient to hold harmless an indemnified party
under this Section 1.3 in respect to any losses, claims, damages,
liabilities or expenses referred to in this Agreement, then each applicable
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any losses, claims, damages, liabilities or
expenses referred to in this Agreement (a)           in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Purchaser from the placement of Common Stock or (b)           if
the allocation provided by clause (a) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (a) above but the relative fault of the
Company and the Purchaser in connection with the statements or omissions or.
inaccuracies in the representations and warranties in this Agreement that
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The respective relative benefits
received by the Company on, the one hand and the Purchaser on the other shall
be deemed to be in the same proportion as the amount paid by the Purchaser to
the Company pursuant to this Agreement for the Shares purchased by the
Purchaser that were sold pursuant to the Registration Statement bears to the
difference (the Difference) between the amount the Purchaser paid for the
Shares that were sold pursuant to the Registration Statement and the amount
received by the Purchaser from such sale. The relative fault of the Company and
the Purchaser shall be determined by reference to, among other things, whether
the untrue or alleged statement of a material fact or the omission or alleged
omission to state a material fact or the inaccurate or the alleged inaccurate
representation or warranty relates to information supplied by the Company or by
the Purchaser and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 1.3.3, any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim,. The provisions set forth in
Section 1.3.3 with respect to the notice of the threat or commencement of
any threat or action shall apply if a claim for contribution is to be made
under this Section 1.3.4; provided, however, that no additional notice
shall be required with respect to any threat or action for which notice has
been given under Section 1.3 for purposes of indemnification. The Company
and the Purchaser agree that it would not be just and equitable if contribution
pursuant to this Section 1.3 were determined solely by pro rata allocation
(even if the Purchaser were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in this paragraph. Notwithstanding the provisions of
this Section 1.3, no Purchaser shall be required to contribute any amount
in excess of the amount by which the Difference exceeds the amount of any
damages that the Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Purchaser obligations
to contribute pursuant to this Section 1.3 are several and not joint.  
   1.4           Termination
of Conditions and Obligations.  The
restrictions imposed by this Section 1 upon the transferability of the
Shares shall cease and terminate as to any particular number of the Shares upon
[***] or at such time as an opinion of counsel satisfactory in form and
substance to the Company shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act. 1.5           Information
Available.  So long as the
Registration Statement is effective covering the resale of Shares owned by the
Purchaser, the Company will furnish to the Purchaser; (a)           as
soon as practicable after available (but in the case of the Companys Annual
Report to Stockholders, within [***] after the end of each fiscal year of the
Company), one copy of (i)    its Annual
Report to Stockholders (which Annual Report shall contain financial statements
audited in accordance with generally accepted accounting principles by a
national firm of certified public accountants); (ii)   if not
included in substance in the Annual Report to Stockholders, its Annual Report
on Form 10-K; (iii)  if not
included in substance in its Quarterly Reports to Stockholders, its quarterly
reports on Form 10-Q; and (iv)  a full copy
of the particular Registration Statement covering the Shares (the foregoing, in
each case, excluding exhibits); (v)   upon the
request of the Purchaser, a reasonable number of copies of the Prospectus to
supply to any other party requiring the Prospectus. 1.6           Rule 144
Information.  For two years after
the date of this Agreement, the Company shall file all reports required to be
filed by it under the Securities Act, the Rules and Regulations and the
Exchange Act and shall take such further action to the extent required to
enable the Purchaser to sell the Shares pursuant to Rule 144 under the
Securities Act (as such rule may be amended from time to time). 1.7           Consultation
Prior to the Issuance of Certain Securities.  The Company shall not sell or issue shares of Common Stock or any
other security of the Company convertible, exercisable or exchangeable into
shares of Common Stock, for a purchase, conversion, exercise or exchange price
per share which is subject to adjustment based on the market price of the
Common Stock at the time of conversion, exercise or exchange of such security into
Common Stock, without first consulting the Purchaser immediately prior to the
approval by the Companys Board of Directors of such sale or issuance;
provided, however, that (i) the Companys obligation to enter into such
consultations with the Purchaser shall be subject to the Purchaser entering
into a nondisclosure agreement in form and substance appropriate for
transactions of this nature, (ii) nothing in this Section 1.7 shall
prohibit the Company from consummating any such transaction provided that it
has  
   complied with the
consultation provisions hereof and (iii) the provisions of this
Section 1.7 shall not be applicable to transactions that are not effected
for the purpose of raising capital.  
   Compliance Certificate UTStarcom, Inc. and interWAVE Communications International, Ltd. Stock Purchase Agreement September 27, 2002 September 27,
2002 I, Priscilla Lu, Chief Executive Officer of
interWAVE Communications International, Ltd. (interWAVE), certify as follows,
as to the Stock Purchase Agreement of September 27, 2002 between
UTStarcom, Inc. and interWAVE:  1.Representations and Warranties Correct.  The representations and warranties made by the Company in
Section 3 of the Agreement are true and correct in all material respects
as of the Closing Date with the same force and effect as though such
representations and warranties had been made on the Closing Date, except that
representations and warranties that speak as of a particular date are true and
correct in all material respects as of such date.  2.Covenants.  All
covenants, agreements and conditions contained in the Agreement to be performed
by the Company on or prior to the Closing Date have been performed or complied
with in all material respects. All proceedings to have been taken and all
waivers. and consents to be obtained in connection with the transactions
contemplated by this Agreement have been taken. or obtained.  I certify that the foregoing is true and
correct.  INTERWAVE COMMUNICATIONSINTERNATIONAL, LTD./s/ PRISCILLA LUPriscilla LuChief Executive Officer   
   Section 5.4 Certification of Resolutions and Officers UTStarcom, Inc. September 27,
2002 I,
Robin E. Foor, Secretary of interWAVE Communications International, Ltd. (the
Company), certify that: (a)
the Board of Directors of the Company has adopted resolutions duly authorizing
the execution and delivery of the Agreement, the issuance to the Investor of
the Shares, the execution and delivery of such other documents and instruments
as may be required by the Agreement, and the consummation of the transactions
contemplated thereby, and such resolutions were duly adopted and have not been
rescinded or amended as of this date, and (b)
Priscilla Lu, Chief Executive Officer, is authorized to sign, as appropriate,
the Agreement and the other documents and certificates to be delivered pursuant
to this Agreement by either the Company or any of its officers, and her
signature appears on the Agreement. I
certify that the foregoing is true and correct. INTERWAVE COMMUNICATIONSINTERNATIONAL, LTD./s/ ROBIN E. FOORRobin E. FoorSecretary  
   Section 5.6 Certification of No Material Adverse Change UTStarcom - interWAVE Amendment to OEM Agreement September 27,
2002 I, Cal Hoagland, Chief
Financial Officer of interWAVE Communications International, Ltd. (the
Company) represent, to the best of my knowledge and belief, that since
June 30, 2002, there has not been any material adverse change in the
financial position or results of operations of the Company other than that
described in Section 3.12 of the Stock Purchase Agreement and in the
Schedule of Exceptions.  INTERWAVE COMMUNICATIONSINTERNATIONAL, LTD./s/ CAL HOAGLANDCal HoaglandChief Financial Officer  
   Exhibit B  Specifications - Statement of Work UTStarcom - interWAVE Amendment to OEM Agreement September 27, 2002  The
parties will meet upon signing of the Amendment to OEM Agreement to develop a
detailed written Statement of Work (SOW), and a written Product Specification
from the SOW.  The SOW shall include the
following:  [***]  The
parties will send people from [***] and from [***] to develop the written SOW.  Each
party will appoint a project manager as the single point of contact for the
project.  [***]
will be the project manager for interWAVE.  A
preliminary SOW is attached and will be superceded by the SOW created.  
   Exhibit C Delivery Schedule UTStarcom - interWAVE Amendment to OEM Agreement September 27,
2002 (= Amendment Effective Date) The parties shall complete the Statement of
Work and interWAVE shall develop the interface between the UTSI iPAS, using a
third party media gateway, as follows: Development Milestones  [***] - Milestones
  
  Completion Date[***]  UTStarcom must provide [***] to work [***] on
the project.  interWAVE/GBase will staff the project with
[***].  UTStarcom must provide [***] for the project
by [***].  Development
will begin, and all completion dates are measured from [***]  Development will proceed in parallel to the
preparation of the detailed written Statement of Work and the written Product
Specification, to be completed by [***].  The development schedule for an alternative
path shall be defined by the Statement Work.  
   PREFERRED ESCROW
AGREEMENT Account Number ____________________  This agreement (Agreement) is effective
September 27, 2002 among DSI Technology Escrow Services, Inc. (DSI),
Interwave Communications International, Ltd. (Depositor) and UTStarcom, Inc.
(Preferred Beneficiary), who collectively may be referred to in this
Agreement as the parties (Parties).  A.            Depositor
and Preferred Beneficiary have entered or will enter into a license agreement,
development agreement, and/or other agreement regarding certain proprietary
technology of Depositor (referred to in this Agreement as the License
Agreement).  B.            Depositor
desires to avoid disclosure of its proprietary technology except under certain
limited circumstances.  C.            The
availability of the proprietary technology of Depositor is critical to Preferred
Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.  D.            Depositor
and Preferred Beneficiary desire to establish an escrow with DSI to provide for
the retention, administration and controlled access of the proprietary
technology materials of Depositor.  E.             The
parties desire this Agreement to be supplementary to the License Agreement
pursuant to 11 United States [Bankruptcy] Code, Section 365(n). ARTICLE 1  DEPOSITS 1.1           Obligation to Make Deposit.
Upon the completion of the development agreed to by the parities in the
September 27, 2002 Amendment to the OEM Agreement between UTStarcom and
Interwave Communications International, Ltd. (the License Agreement),
Depositor shall deliver to DSI the proprietary technology and other materials
(Deposit Materials) required to be deposited pursuant to the terms and
conditions of the License Agreement or, if the License Agreement does not
identify the materials to be deposited with DSI, then such materials will be
identified on Exhibit A. If Exhibit A is applicable, it is to be
prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no
obligation with respect to the preparation, signing or delivery of
Exhibit A. 1.2           Identification of Tangible Media.
Prior to the delivery of the Deposit Materials to DSI, Depositor shall
conspicuously label for identification each document, magnetic tape, disk, or
other tangible media upon which the Deposit Materials are written or stored.
Additionally, Depositor shall complete Exhibit B to this Agreement by
listing each such tangible media by the item label description, the type of
media and the quantity. Exhibit B shall be signed by Depositor and delivered
to DSI with the Deposit Materials. Unless and until Depositor makes the initial
deposit with DSI, DSI shall have no obligation with respect to this Agreement,
except the obligation to notify the parties regarding the status of the account
as required in Section 2.2 below.  
   1.3           Deposit Inspection. When DSI
receives the Deposit Materials and Exhibit B, DSI will conduct a deposit
inspection by visually matching the labeling of the tangible media containing
the Deposit Materials to the item descriptions and quantity listed on
Exhibit B.  In addition to the
deposit inspection, Preferred Beneficiary may elect to cause a verification of
the Deposit Materials in accordance with Section 1.6 below. 1.4           Acceptance of Deposit. At
completion of the deposit inspection, if DSI determines that the labeling of
the tangible media matches the item descriptions and quantity on
Exhibit B, DSI will date and sign Exhibit B and mail a copy thereof
to Depositor and Preferred Beneficiary. If DSI determines that the labeling
does not match the item descriptions or quantity on Exhibit B, DSI will
(a) note the discrepancies in writing on Exhibit B; (b) date and
sign Exhibit B with the exceptions noted; and (c) mail a copy of
Exhibit B to Depositor and Preferred Beneficiary. DSIs acceptance of the
deposit occurs upon the signing of Exhibit B by DSI. Delivery of the
signed Exhibit B to Preferred Beneficiary is Preferred Beneficiarys
notice that the Deposit Materials have been received and accepted by DSI. 1.5           Depositors Representations. Depositor
represents as follows: a.Depositor lawfully possesses all of the
Deposit Materials deposited with DSI; b.With respect to all of the Deposit
Materials, Depositor has the right and authority to grant to DSI and Preferred
Beneficiary the rights as provided in this Agreement; c.The Deposit Materials are not subject to
any lien or other encumbrance; d.The Deposit Materials consist of the
proprietary technology and other materials identified either in the License
Agreement or Exhibit A, as the case may be; and e.The Deposit Materials are readable and
useable in their current form or, if any portion of the Deposit Materials is
encrypted, the decryption tools and decryption keys have also been deposited. 1.6           Verification. Preferred
Beneficiary shall have the right, at Preferred Beneficiarys expense, to cause
a verification of any Deposit Materials. Preferred Beneficiary shall notify
Depositor and DSI of Preferred Beneficiarys request for verification.
Depositor shall have the right to be present at the verification. A
verification determines, in different levels of detail, the accuracy,
completeness, sufficiency and quality of the Deposit Materials. If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, or at DSIs election an independent person or company selected
and supervised by DSI, may perform the verification. 1.7           Deposit Updates. Unless
otherwise provided by the License Agreement, Depositor shall update the Deposit
Materials within [***] of each release of a new version of the product which is
subject to the License Agreement. Such updates will be added to the existing
deposit. All deposit updates shall be listed on a new Exhibit B and
Depositor shall sign the new Exhibit B. Each Exhibit B will be held
and maintained separately within the escrow account. An independent record will
be created which will document the activity for each Exhibit B. The
processing of all deposit updates shall be in accordance with Sections 1.2
through 1.6 above. All references in this Agreement to the Deposit Materials
shall include the initial Deposit Materials and any updates.  
   1.8           Removal of Deposit Materials.
The Deposit Materials may be removed and/or exchanged only on written
instructions signed by Depositor and Preferred Beneficiary, or as otherwise
provided in this Agreement. ARTICLE 2  CONFIDENTIALITY AND RECORD
KEEPING 2.1           Confidentiality. DSI shall
maintain the Deposit Materials in a secure, environmentally safe, locked
facility which is accessible only to authorized representatives of DSI. DSI
shall have the obligation to reasonably protect the confidentiality of the
Deposit Materials. Except as provided in this Agreement, DSI shall not
disclose, transfer, make available, or use the Deposit Materials. DSI and Preferred
Beneficiary shall not disclose the content or existence of this Agreement to
any third party unless having been agreed to by all parties in writing. If DSI
receives a subpoena or any other order from a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Preferred Beneficiary to
challenge any such order; provided, however, that DSI does not waive its rights
to present its position with respect to any such order. DSI will not be
required to disobey any order from a court or other judicial tribunal. (See
Section 7.5 below for notices of requested orders.) 2.2           Status Reports. DSI will issue
to Depositor and Preferred Beneficiary a report profiling the account history
[***]. DSI may provide copies of the account history pertaining to this
Agreement upon the request of any party to this Agreement. 2.3           Audit Rights. During the term
of this Agreement, Depositor and Preferred Beneficiary shall each have the
right to inspect the written records of DSI pertaining to this Agreement. Any
inspection shall be held during normal business hours and following reasonable
prior notice. ARTICLE 3  GRANT OF RIGHTS TO DSI 3.1           Title to Media. Depositor
hereby transfers to DSI the title to the media upon which the proprietary
technology and materials are written or stored. However, this transfer does not
include the ownership of the proprietary technology and materials contained on
the media such as any copyright, trade secret, patent or other intellectual
property rights. 3.2           Right to Make Copies. DSI
shall have the right to make copies of the Deposit Materials as reasonably
necessary to perform this Agreement. DSI shall copy all copyright,
nondisclosure, and other proprietary notices and titles contained on the
Deposit Materials onto any copies made by DSI. With all Deposit Materials
submitted to DSI, Depositor shall provide any and all instructions as may be
necessary to duplicate the Deposit Materials including but not limited to the
hardware and/or software needed. 3.3           Right to Transfer Upon Release.
Depositor hereby grants to DSI the right to transfer the Deposit Materials to
Preferred Beneficiary upon any release of the Deposit Materials for use by
Preferred Beneficiary in accordance with Section 4.5. Except upon such a
release or as otherwise provided in this Agreement, DSI shall not transfer the
Deposit Materials.  
   ARTICLE 4  RELEASE OF DEPOSIT 4.1           Release Conditions. As used in
this Agreement, Release Condition shall mean the following: a.Depositors failure to carry out a
material obligation imposed on it pursuant to the License Agreement, after
[***] written notice and opportunity to cure; or b.Depositors appointment of a receiver,
execution of an assignment for the benefit of creditors, going into liquidation
in bankruptcy, or ceasing to operate its business for a period of [***].  Where any dispute arises over the meaning and
interpretation of the term Release Condition as applied to the terms and
conditions of the License Agreement, the matter shall be submitted to
arbitration before a retired judge at Judicial Arbitration and Mediation
Service (JAMS) in San Francisco, California under the JAMS Rules. 4.2           Filing For Release. If
Preferred Beneficiary believes in good faith that a Release Condition has
occurred, Preferred Beneficiary may provide to DSI written notice of the
occurrence of the Release Condition and a request for the release of the
Deposit Materials. Upon receipt of such notice, DSI shall provide a copy of the
notice to Depositor by commercial express mail. 4.3           Contrary Instructions. From
the date DSI mails the notice requesting release of the Deposit Materials, Depositor
shall have [***] to deliver to DSI contrary instructions (Contrary
Instructions). Contrary Instructions shall mean the written representation by
Depositor that a Release Condition has not occurred or has been cured. Upon
receipt of Contrary Instructions; DSI shall send a copy to Preferred
Beneficiary by commercial express mail. Additionally, DSI shall notify both
Depositor and Preferred Beneficiary that there is a dispute to be resolved
pursuant to Section 7.3 of this Agreement. Subject to Section 5.2 of
this Agreement, DSI will continue to store the Deposit Materials without
release pending (a) joint instructions from Depositor and Preferred
Beneficiary; (b) dispute resolution pursuant to Section 7.3; or
(c) order of a court. 4.4           Release of Deposit. If DSI
does not receive Contrary Instructions from the Depositor, DSI is authorized to
release the Deposit Materials to the Preferred Beneficiary or, if more than one
beneficiary is registered to the deposit, to release a copy of the Deposit
Materials to the Preferred Beneficiary. However, DSI is entitled to receive any
fees due DSI before making the release. Any copying expense in excess of $300
will be chargeable to Preferred Beneficiary. This Agreement will terminate upon
the release of the Deposit Materials held by DSI. 4.5           Right to Use Following Release.
Unless otherwise provided in the License Agreement, upon release of the Deposit
Materials in accordance with this Article 4, Preferred Beneficiary shall have
the right to use the Deposit Materials for the sole purpose of continuing the
benefits afforded to Preferred Beneficiary by the License Agreement. Preferred
Beneficiary shall be obligated to maintain the confidentiality of the released
Deposit Materials.  
   ARTICLE 5  TERM AND TERMINATION 5.1           Term of Agreement. The initial
term of this Agreement is for a period of [***]. Thereafter, this Agreement
shall automatically renew from year-to-year unless (a) Depositor and
Preferred Beneficiary jointly instruct DSI in writing that the Agreement is
terminated; or (b) DSI instructs Depositor and Preferred Beneficiary in
writing that the Agreement is terminated for nonpayment in accordance with
Section 5.2 or by resignation in accordance with Section 5.3. If the
Deposit Materials are subject to another escrow agreement with DSI, DSI
reserves the right, [***] to adjust the anniversary date of this Agreement to
match the then prevailing anniversary date of such other escrow arrangements. 5.2           Termination for Nonpayment. In
the event of the nonpayment of fees owed to DSI, DSI shall provide written
notice of delinquency to all parties to this Agreement. Any party to this
Agreement shall have the right to make the payment to DSI to cure the default.
If the past due payment is not received in full by DSI within one month of the
date of such notice, then DSI shall have the right to terminate this Agreement
at any time thereafter by sending written notice of termination to all parties.
DSI shall have no obligation to take any action under this Agreement so long as
any payment due to DSI remains unpaid. 5.3           Termination by Resignation.
DSI reserves the right to terminate this Agreement, for any reason, by
providing Depositor and Preferred Beneficiary with [***] written notice of its
intent to terminate this Agreement. Within the [***], the Depositor and
Preferred Beneficiary may provide DSI with joint written instructions
authorizing DSI to forward the Deposit Materials to another escrow company
and/or agent or other designated recipient. If DSI does not receive said joint
written instructions within [***] of the date of DSIs written termination
notice, then DSI shall destroy, return or otherwise deliver the Deposit
Materials in accordance with Section 5.4. 5.4           Disposition of Deposit Materials
Upon Termination. Subject to the foregoing termination provisions, and upon
termination of this Agreement, DSI shall destroy, return, or otherwise deliver
the Deposit Materials in accordance with Depositors instructions. If there are
no instructions, DSI may, at its sole discretion, destroy the Deposit Materials
or return them to Depositor. DSI shall have no obligation to destroy or return
the Deposit Materials if the Deposit Materials are subject to another escrow
agreement with DSI or have been released to the Preferred Beneficiary in
accordance with Section 4.4. 5.5           Survival of Terms Following
Termination. Upon termination of this Agreement, the following provisions
of this Agreement shall survive: a.Depositors Representations
(Section 1.5); b.The obligations of confidentiality with
respect to the Deposit Materials; c.The rights granted in the sections
entitled Right to Transfer Upon Release (Section 3.3) and Right to Use
Following Release (Section 4.5), if a release of the Deposit Materials has
occurred prior to termination; d.The obligation to pay DSI any fees and
expenses due;  
   e.The provisions of Article 7; and f.Any provisions in this Agreement which
specifically state they survive the termination of this Agreement. ARTICLE 6  DSIS FEES 6.1           Fee Schedule. DSI is entitled
to be paid its standard fees and expenses applicable to the services provided.
DSI shall notify the party responsible for payment of DSIs fees [***] prior to
any increase in fees. For any service not listed on DSIs standard fee
schedule, DSI will provide a quote prior to rendering the service, if
requested. 6.2           Payment Terms. DSI shall not
be required to perform any service unless the payment for such service and any
outstanding balances owed to DSI are paid in full. Fees are due upon receipt of
a signed contract or receipt of the Deposit Materials whichever is earliest. If
invoiced fees are not paid, DSI may terminate this Agreement in accordance with
Section 5.2. ARTICLE 7  LIABILITY AND DISPUTES 7.1           Right to Rely on Instructions.
DSI may act in reliance upon any instruction, instrument, or signature
reasonably believed by DSI to be genuine. DSI may assume that any employee of a
party to this Agreement who gives any written notice, request, or instruction
has the authority to do so. DSI will not be required to inquire into the truth
or evaluate the merit of any statement or representation contained in any
notice or document. DSI shall not be responsible for failure to act as a result
of causes beyond the reasonable control of DSI. 7.2           Indemnification. Depositor and
Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI
from any and all claims, actions, damages, arbitration fees and expenses,
costs, attorneys fees and other liabilities (Liabilities) incurred by DSI
relating in any way to this escrow arrangement unless such Liabilities were
caused solely by the negligence or willful misconduct of DSI. 7.3           Dispute Resolution. Any
dispute relating to or arising from this Agreement shall be resolved by
arbitration under the Commercial Rules of the American Arbitration Association.
Three arbitrators shall be selected. The Depositor and Preferred Beneficiary
shall each select one arbitrator and the two chosen arbitrators shall select
the third arbitrator, or failing agreement on the selection of the third
arbitrator, the American Arbitration Association shall select the third
arbitrator. However, if DSI is a party to the arbitration, DSI shall select the
third arbitrator. Unless otherwise agreed by Depositor and Preferred
Beneficiary, arbitration will take place in San Diego, California, U.S.A. Any
court having jurisdiction over the matter may enter judgment on the award of
the arbitrator(s). Service of a petition to confirm the arbitration award may
be made by First Class mail or by commercial express mail, to the attorney for
the party or, if unrepresented, to the party at the last known business
address. 7.4           Controlling Law. This
Agreement is to be governed and construed in accordance with the laws of the
State of California, without regard to its conflict of law provisions.  
   7.5           Notice of Requested Order. If
any party intends to obtain an order from the arbitrator or any court of
competent jurisdiction which may direct DSI to take, or refrain from taking any
action, that party shall: a.Give DSI at least [***] prior notice of
the hearing; b.Include in any such order that, as a
precondition to DSIs obligation, DSI be paid in full for any past due fees and
be paid for the reasonable value of the services to be rendered pursuant to such
order; and c.Ensure that DSI not be required to
deliver the original (as opposed to a copy) of the Deposit Materials if DSI may
need to retain the original in its possession to fulfill any of its other
duties. ARTICLE 8  GENERAL PROVISIONS 8.1           Entire Agreement. This
Agreement, which includes Exhibits described herein, embodies the entire
understanding among the parties with respect to its subject matter and
supersedes all previous communications, representations or understandings,
either oral or written. DSI is not a party to the License Agreement between
Depositor and Preferred Beneficiary and has no knowledge of any of the terms or
provisions of any such License Agreement. DSIs only obligations to Depositor
or Preferred Beneficiary are as set forth in this Agreement. No amendment or
modification of this Agreement shall be valid or binding unless signed by all
the parties hereto, except that Exhibit A need not be signed by DSI,
Exhibit B need not be signed by Preferred Beneficiary and Exhibit C
need not be signed. 8.2           Notices. All notices,
invoices, payments, deposits and other documents and communications shall be
given to the parties at the addresses specified in the attached Exhibit C.
It shall be the responsibility of the parties to notify each other as provided
in this Section in the event of a change of address. The parties shall have the
right to rely on the last known address of the other parties. Unless otherwise
provided in this Agreement, all documents and communications may be delivered
by First Class mail. 8.3           Severability. In the event any
provision of this Agreement is found to be invalid, voidable or unenforceable,
the parties agree that unless it materially affects the entire intent and
purpose of this Agreement, such invalidity, voidability or unenforceability
shall affect neither the validity of this Agreement nor the remaining
provisions herein, and the provision in question shall be deemed to be replaced
with a valid and enforceable provision most closely reflecting the intent and
purpose of the original provision. 8.4           Successors. This Agreement
shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties. However, DSI shall have no obligation in performing
this Agreement to recognize any successor or assign of Depositor or Preferred
Beneficiary unless DSI receives clear, authoritative and conclusive written
evidence of the change of parties.  
   8.5           Regulations. Depositor and
Preferred Beneficiary are responsible for and warrant compliance with all applicable
laws, rules and regulations, including but not limited to customs laws, import,
export, and re-export laws and government regulations of any country from or to
which the Deposit Materials may be delivered in accordance with the provisions
of this Agreement,  Interwave
  Communications International, Ltd.
  
  UTStarcom, Inc.Depositor
  
  Preferred
  BeneficiaryBy:
  /s/ PRISCILA LU
  
  By:
  /s/ HONG LUName:
  Priscilla Lu
  
  Name:
  Hong LuTitle:
  Chief Executive
  Officer
  
  Title:
  Chief Executive
  OfficerDate:
  September 27,
  2002
  
  Date:
  September 27,
  2002  DSI Technology Escrow
  Services, Inc.By:
  /s/ Grant JonesName:
  Grant JonesTitle:
  Regional Sales ManagerDate:
  November 4, 2002  
   EXHIBIT A MATERIALS TO BE DEPOSITED Account Number ____________________  Depositor represents to Preferred Beneficiary
that Deposit Materials delivered to DSI shall consist of the following:  [***]     Interwave
  Communications International, Ltd.
  
  UTStarcom, Inc.Depositor
  
  Preferred
  BeneficiaryBy:
  /s/ PRISCILA LU
  
  By:
  /s/ Hong LuName:
  Priscilla Lu
  
  Name:
  Hong LuTitle:
  Chief Executive
  Officer
  
  Title:
  Chief Executive
  OfficerDate:
  September 27,
  2002
  
  Date:
  September 27,
  2002  
   EXHIBIT B DESCRIPTION OF DEPOSIT
MATERIALS  Depositor Company Name: interWAVE
Communications International, Ltd.  Account
Number  Product
Name:              [***](Product Name will appear as the
Exhibit B Name on Account History report)  DEPOSIT
MATERIAL DESCRIPTION: Quantity
  
  Media Type & Size
  
  Label Description of
  Each Separate ItemDisk 3.5 or _____DAT tape _____mmCD-ROMData cartridge tape
  _____TK 70 or _____ tapeMagnetic tape _____DocumentationOther____________________  PRODUCT
  DESCRIPTION:Environment  DEPOSIT
  MATERIAL INFORMATION:Is the media or are any of
  the files encrypted? Yes / No If yes, please include any passwords and the
  decryption tools.Encryption tool name
  
  VersionHardware requiredSoftware requiredOther required information  I certify for Depositor that the above described
  Deposit Materials have been transmitted to DSI:
  
  DSIhas inspected and accepted the above
  materials (any exceptions are noted above):Signature
  
  
  SignaturePrint Name
  
  
  Print NameDate
  
  
  Date AcceptedExhibit B#  Send
materials to: [***]   
   EXHIBIT C DESIGNATED
CONTACT Account Number ____________________  Notices, deposit
  material returns and communications to Depositor should be addressed to:
  
  Invoices to Depositor
  should be addressed to:Company Name:
  Interwave Advanced
  
  Robin FoorCommunications, Inc.
  
  Vice President
  and General CounselAddress:
  420 Widget Lane
  
  Interwave
  Communications, Inc.Walnut Creek, CA 94598
  
  312 Constitution
  Drive,Menlo Park, CA
  94025Designated Contact:
  Kiomars Anvari
  
  Tel 650-838-2168Telephone: 925-287-4441
  
  Contact:
  Febi Herrera
  650-838-2212Facsimile: 925-935-8597E-mail: anvarik@gbasecom.com
  
  P.O.#,
  if required:Verification Contact:
  Bob Nakata
  
  E-mail:
  rfoor@iwv.comfaquino@iwv.com650-838-2054Notices and
  communications to Preferred Beneficiary should be addressed to:
  
  Invoices to Preferred
  Beneficiary should be addressed to:Company Name:
  UTStarcom, Inc.
  
  SameAddress:
  1275 Harbor Bay ParkwayAlameda, CA  94502Designated Contact:
  Russell Boltwood
  
  Contact:Telephone:
  (510) 864-8800Facsimile:
  (510) 864-8802
  
  P.O.#,
  if required:E-mail:
  Russell@utstar.com
  
  E-mail:Requests from Depositor
  or Preferred Beneficiary to change the designated contact should be given in
  writing by the designated contact or an authorized employee of Depositor or
  Preferred Beneficiary.Contracts, Deposit
  Materials and notices to
  DSI should be addressed
  to:
  
  Invoice inquiries and
  fee remittances to DSI should be addressed to:DSI Technology Escrow
  Services, Inc.
  Contract Administration
  9265 Sky Park Court,
  Suite 202
  San Diego, CA  92123
  
  DSI Technology Escrow
  Services, Inc.
  PO Box 45156
  San Francisco, CA  94145-0156Telephone: (858)
  499-1600
  Facsimile: (858)
  694-1919
  E-mail: ca@dsiescrow.com
  
  (858) 499-1636
  (848) 499-1637Date: